Directors Report of H S India Ltd.

The Directors are pleased to present the 26th Annual Report of your
Company together with the Audited Financial Statements and AuditorsÂ
Report for the year ended 31s1 March, 2015.

FINANCIAL RESULTS: in Lac)

For the year For the year
Particulars ended ended
31-03-2015 31-03-2014

Total Turnover 2132.32 2020.76

Net Operating Profit 674.52 464.42

Less: Interest & Finance Charges 328.18 115.41

Less: Depreciation 217.18 135 42

Net Profit Before Tan 129.16 213.59

Less: Provision for Taxation

Net Current Tax 52.00 67.00

- Deferred Tax 14.60 (24,20)

Net Profit After Tax 62.56 170.79

OPERATIONS:

The total turnover of your Company for the year 2014-15 was increased
to Rs. 2132.32 lac as against Rs. 2020.76 lac of the previous year. Net
profit before tax of the Company was decreased to Rs. 129.16 lac as
against Rs. 213.59 lac of the previous year due to increase in finance
cost and Depreciation.

DIVIDEND:

In order to conserve resources, your Directors have not recommended any
dividend on equity shares of the Company.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rule, 2014 during the year ended 31s1 March, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

The Company has not given any loans or guarantees covered under the
Provisions of Section 186 of the Companies Act, 2013. The details of
the Investment made by the Company arc given in the notes to the
financial statements.

DIRECTORSÂ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act,
2013, the Board of Directors hereby confirms that:

(i) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards have been
followed and no material departures have been made for the same.

(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31st March, 2015
and of the profit of the Company for the year ended on that date.

(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.

(iv) the Directors have prepared the accounts for the financial year
ended 31st March, 2015, on a Âgoing concernÂ basis.

(v) the Directors had laid down internal financial control to be
followed by the company and that such internal financial controls arc
adequate and were operating effectively.

(vi) the Directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS:

The Company has not made any material changes and commitments during
the year, which affect the financial position of the Company.

REPORT ON CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN
EXCHANGE EARNING AND OUTGO:

In accordance with the requirement of section 134(3) (m) of the
Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts)
Rules, 2014, your Directors furnish hereunder the additional
information as required.

A. Conservation of Energy:

Your Company has made all possible efforts to closely monitor power
consumption on daily basis so as to reduce wastage. The Company is also
trying to find ways and means to reduce power consumption and thus
reduce the overall energy cost.

Your Company is using PNG (Pipelines Natural Gas) in the Kitchen and
other operational areas. Your Company is also using power savers in
electric panels and in Guest Rooms with CFL fittings.

B. Technology Absorption:

The project of your Company has no technology absorption, hence no
particulars are offered.

C. Total Foreign Exchange Earning and Outgo:

Particulars 2014-15 2013-2014
Amount Rs. Amount (Rs.)

Total Foreign Exchange used 1,848,872 17,14,929

Total Foreign Exchange earned 8,869,304 75,19,555

DIRECTORS:

Mr. Ramcsh Bansal was appointed as a Managing Director of the Company
for a further period of 5 years w.e.f. lsl August, 2014.

As per the provisions of Section 149 and other applicable provisions,
if any, of the Companies Act, 2013, Mrs. Sangeeta Bansal was appointed
as a director of the Company w.e.f. 11th September, 2014 and liable to
retire by rotation.

As per the provision of Section 149 and other applicable provisions, if
any, of the Companies Act, 2013, Mr. Nimish Shah was appointed as an
Independent Director of the Company for a period of 5(five) consecutive
years with effect from the date of 25lh Annual General Meeting and
shall not retire by rotation.

Mr. Sanjay Mangal and Mr. Manbir Singh Chhabra had resigned from the
Directorship of the Company with effect from 4lh April, 2014. And Mr.
Bapi Datta had also resigned from the Directorship of the Company with
effect from 30th May, 2015.The Board of Directors places on record its
feeling of appreciation for the valuable contribution made by them
during their tenure.

Mr. Nilkanth Barot was appointed as an Additional Director of the
Company w.e.f 30th May, 2015 and holds office upto the date of this
ensuing Annual General Meeting. As per the provision of Section 149 and
other applicable provisions, if any, of the Companies Act, 2013. Mr.
Nilkanth Barot is proposed to be appointed as an Independent Director
of the Company for a period of 5 (five) consecutive years with effect
from the date of his appointment as an Additional director i.e. 30th
May, 2015 upto the date 29th May, 2020 and shall not retire by
rotation.

Mr. Pushpendra Bansal, Chairman and Joint Managing Director of the
Company liable to retire by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for reappointment.

Mr. Pushpendra Bansal, whose term of appointment is going to expire on
27th October, 2015, has been reappointed by the Board in their meeting
held on 13th August, 2015 as a Chairman and Joint Managing Director of
the Company for a further period of 5 years w.e.f. 28th October, 2015.

Their particulars are enclosed as an Appendix to the Notice convening
the Twenty Sixth Annual General Meeting.

KEY MANAGERIAL PERSONNEL:

Mr. Ramesh Bansal, Chief Financial Officer of the Company was appointed
as a Key Managerial Personnel during the financial year 2014-15 in
accordance with the Section 203 of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013, that he meets
the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.

FAMILARISATION PROGRAM TO INDEPENDENT DIRECTORS:

As per Clause 49 of the Listing Agreement, Familiarisation Program has
been carried out by the Company for the Independent Directors details
of which has been posted on CompanyÂs website ww'w.hsindia.in.

LISTING ON STOCK EXCHNAGE:

The CompanyÂs shares are listed with the Bombay Stock Exchange
Limited and the Company has paid the necessary listing fees for the
Financial Year 2015-16.

EXTRACT OF ANNUAL RETURN:

As per Section 134 (3) (a) of the Companies Act, 2013, the extract of
the Annual Return in form MGT-9 is annexed as Annexure I.

BOARD MEETINGS:

During the year under review, 6 (Six) Board Meetings were held and the
intervening gap between the meetings did not exceed the period
prescribed under the Act, the details of which are given in the
Corporate Governance Report.

Besides the above, several Committee Meetings of the Board were held
during the financial year 2014-15, the details of which arc given in
the Corporate Governance Report,

AUDIT COMMITTEE:

Details pertaining to the composition of Audit Committee arc included
in the Corporate Governance Report.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and clause 49 of the
listing agreement, Board has carried out an annual performance
evaluation of its own performance, Committees and the Directors
individually. The manner in which the evaluation has been carried out
are detailed below:

The performance evaluation of the Board as a whole, Chairman and Non
Independent Directors was carried out by the Independent Directors. The
Independent directors evaluated the parameters viz., level of
engagement, duties, responsibilities, performance, obligations and
governance safeguarding the interest of the Company. The performance
evaluation of Independent directors was carried out by the entire
Board.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is well defined in the organisation. The
Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control systems in the Company, its compliance
with operating systems, accounting procedures and policies at all
locations of the Company. Based on the report of Internal Audit
function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions suggested are presented to the
Audit Committee of the Board.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All related party transactions that were entered into during the
financial year were on an armÂs length basis and were in the ordinary
course of business. All Related Party Transactions are placed before
the Audit Committee and the Board for approval. Policy on Transactions
with Related Parties as approved by the Board is uploaded on the
CompanyÂs website www,hsindia.in.

Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013, in the prescribed Form
AOC-2 are annexed as Annexure- II.

REMUNERATION POLICY:

The CompanyÂs policy relating to Nomination and Remuneration of
Directors, Key Managerial Personnel and other Employees as stipulated
under Section 178 (4) of the Companies Act, 2013, has been disclosed in
the Corporate Governance report,

VIGIL MECHANISM 1 WHISTLE BLOWER POLICY:

The Company has adopted Vigil Mechanism / Whistle Blower Policy in
accordance with Section 177 (9) of the Companies Act, 2013 and Clause
49 of the Listing Agreement to deal with instances of fraud and
mismanagement, if any. The Vigil Mechanism / Whistle Blower Policy is
uploaded on the CompanyÂs website www.hsindia.in.

PARTICULARS OF EMPLOYEES:

Particulars of employees as required Rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
not annexed since there arc no employees drawing remuneration of more
than Rs.60,00,000/- per annum during the year under review, if employed
for full year or more than Rs. 5,00,000/- per month, if employed for
part of the year.

RATIO OF DIRECTORSÂ REMUNERATION TO MEDIAN EMPLOYEESÂ REMUNERATION
AND OTHER DISCLOSURES:

The table containing the names and other particulars of ratio of
DirectorsÂ Remuneration to Median EmployeesÂ Remuneration in
accordance with the provisions of Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed as
Annexure-III.

STATUTORY AUDITORS:

M/s. PARY & Co., Chartered Accountants (FR. No.-007288C), Statutory
Auditors of the Company, hold office till the conclusion of the ensuing
Aimual General Meeting and are eligible for rc-appointment.The Company
has received letter from them to the effect that their re-appointment,
if made, would be within the prescribed limits under Section 141(3) (g)
of the Companies Act, 2013 and that they are not disqualified for
re-appointment. The report of the Statutory Auditors along with the
notes to Schedules is enclosed to this report and docs not contain any
qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013,
your Company had appointed Mr. Manish R Patel, Company Secretary in
Practice at Surat to undertake the Secretarial Audit of the Company for
the Financial Year 2014-15. The Secretarial Audit Report is annexed
herewith as Annexure IV. The report does not contain any
qualifications, reservation or adverse remarks.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement with the Bombay Stock
Exchange Limited, a separate section on Corporate Governance together
with a certificate from the CompanyÂs Auditors confirming compliance
is given in the annexure forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is attached separately to
this report.

RISK MANAGEMENT POLICY:

Although not mandatory, the Company has constituted a Risk Management
Committee as a measure of good governance. The details of the Committee
and its terms ofrefercnce are set out in

the Corporate Governance Report.

A Risk Management Policy was framed and approved by the Board. The
objective of this policy is o minimize the adverse impact of various
risks to business goals and objectives and to enhance the value ot
stakeholders.

The Company has zero tolerance for sexual harassment at its workplace
and has adopted a Policy on prevention, prohibition and redressal of
sexual harassment at the workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules there under for prevention and
redressal of complaints of sexual harassment at workplace. During the
year under review, the Company has not received anv complaint on sexual
harassment.

INDUSTRIAL RELATIONS:

During the period under review, the relations with the most valuable
human resources of the Company remained cordial and peaceful. Your
Directors wish to place on record their appreciation for the devoted
services rendered by the staff of the Company.

ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for the
assistance and co-operation received from the Financial Institutions,
the Bankers, Government authorities, customers, vendors and
shareholders during the year under review. Your Directors also wish to
record their recognition of the customer support and patronage by the
corporate houses in and around Surat.

Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives, officers
and staff, which enable the Company to deliver a good allround record
performance.

The Directors are pleased to present the 25 Annual Report of your
Company together with the Audited Financial Statements and Auditors''
Report for the year ended 31st March, 2014.

FINANCIAL RESULTS: (Rs in Lacs)

For the year For the year
Particulars 31-03-2014 31-03-2013

Net Income '' 2020.76 1966.36

Net Operating Profit 464.42 469.56

Less: Interest & Finance Charges 115.41 127.67

Less: Depreciation 135.42 151.83

Net Profit Before Tax 213.59 190.06

Less : Provision for Taxation

- Net Current Tax 67.00 54.00

- Deferred Tax (24,20) (104,00)

Net Profit After Tax 170.79 240.06

The Net Income of your Company for the year 2013-14 was increased to Rs.
2020.76 lacs as against Rs. 1966.36 lacs of the previous year. Net profit
before tax of the Company was increased to Rs. 213.59 lacs as against f
190.06 lacs of the previous year. -

DIVIDEND:

In order to conserve resources, your Directors have not recommended any
dividend on equity shares of the Company.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits within the meaning of
Companies (Acceptance of Fixed Deposits) Rule, 1975 under section 58A
of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

During the year under report, the Company had no employees covered
under section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Board of Directors hereby confirms that:

(i) in the preparation of the annual accounts for the financial year
ended 31st March, 2014, the applicable accounting standards have been
followed along with proper explanation relating to material departures.

(ii) the Directors have selected such accounting policies and applied
that consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of

the state of affairs of the Company at the end of the financial year
ended 31st March, 2014 and of the profit of the Company for the year. ''

(m) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities to the best of their knowledge and ability.

(iv) The Directors have prepared the accounts for the financial year
ended 31st March, 2014, on a ''going concern'' basis. '' ''

REPORT ON CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND

FOREIGN EXCHANGE EARNING AND OUTGO:

In accordance with the requirement of section 217(1) (e) of the
Companies Act, 1956 read with

Rule 2 of the Companies (Disclosure of the particulars in the Report of
Board of Directors) Rules,

Your Company has made all possible efforts to closely monitor power
consumption on daily basis so as to reduce wastage. The Company is also
trying to find ways and means to reduce power consumption and thus
reduce the overall energy cost.

Your Company is using PNG (Pipelines Natural Gas) in the Kitchen and
other operational areas. Your Company is also using power savers in
electric panels and in Guest Rooms with CFL fittings.

B. Technology Absorption:

The project of your Company has no technology absorption, hence no
particulars are offered.

Mr. Pushpendra Bansal, Director liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, offer himself for
re-appointment.

Mr. Nimish Shah was appointed as an Additional Independent Director of
the Company w.e.f 4th April, 2014 and holds office upto the date of
this forthcoming Annual General Meeting.

Mr. Sanjay Mangal and Mr. Manbir Singh Chhabra had resigned from the
Directorship of the Company with effect from 4th April, 2014. The Board
of Directors places on record its feeling of appreciation for the
valuable contribution made by them during their tenure.

Mr. Ramesh Bansal, whose term of appointment is going to expire on 31sl
July, 2014, has been reappointed by the Board in their meeting held on
30th May, 2014 as Managing Director of

the Company for a further period of 5 years w.e.f. 1st August, 2014.

As per the provision of Section 149 and other applicable provisions, if
any, of the Companies Act, 2013, Mrs. Sangeeta Bansal is proposed to be
appointed as a director of the Company from the date of this Annual
General Meeting of the Company and liable to retire by rotation.

As per the provision of Section 149 and other applicable provisions, if
any, of the Companies Act, 2013, Mr. Nimish Shah, Mr. Pradeep Dhawan
and Mr. Bapi Datta are proposed to be appointed as an Independent
Directors of the Company for a period of 5(five) consecutive years with
effect from the date of this Annual General Meeting upto the conclusion
of Annual General Meeting of the Company to be held in the calendar
year 2019 and shall not retire by rotation.

Their particulars are enclosed as an Appendix to the Notice convening
the Twenty Fifth Annual General Meeting.

AUDITORS:

M/s. PARY & Co., Chartered Accountants (FR. No.-007288C), Statutory
Auditors of the Company, hold office till the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment.

The Company has received letters from all of them to the effect that
their re-appointment, if made, would be within the prescribed limits
under Section 141(3) (g) of the Companies Act, 2013 and that they are
not disqualified for re-appointment.

The auditors in their report have referred to the notes forming part of
the accounts. The said notes are self explanatory and do not need any
further elucidation.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement with the Bombay Stock
Exchange Limited, a separate section on Corporate Governance and
Management Discussions and Analysis Report together with a certificate
from the Company''s Auditors confirming compliance is given in the
annexure forming part of this report.

INDUSTRIAL RELATIONS:

During the period under review, the relations with the most valuable
human resources of the Company remained cordial and peaceful. Your
Directors wish to place on record their appreciation for the devoted
services rendered by the staff of the Company.

ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for the
assistance and co-operation received from the Financial Institutions,
the Bankers, Government authorities, customers, vendors and
shareholders during the year under review. Your Directors also wish to
record their recognition of the customer support and patronage by the
corporate houses in and around Surat.

Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives, officers
and staff, which enable the Company to deliver a good all- round record
performance.

The Directors are pleased to present the 24th Annual Report of your
Company together with the Audited Financial Statements and Auditors''
Report for the year ended 31st March, 2013.

FINANCIAL RESULTS: (Rs. in Lacs)

For the Year For the Year
Particulars ended ended
31-03-2013 31-03-2012

Net Income 1966.36 1,868.05

Net Operating Profit 469.56 498.66

Less: Interest & Finance Charges 127.67 166.16

Less: Depreciation 151.83 146.53

Net Profit Before Tax & Exceptional
Items 190.06 185.97

Add: Exceptional Items - 4.49

Net Profit Before Tax 190.06 190.46

Less Provision for Taxation

- Net Current Tax 54.00 56.00

- Deferred Tax (104.00) (9.50)

Net Profit After Tax 240.06 143.96

The Net Income of your Company for the year 2012-13 was increased to *
1966.36 lacs as against Rs. 1868.05 1acs of the previous year. Net profit
after tax of the Company was increased to Rs.240.06 lacs as againstRs.
143.96 lacs of the previous year.

DIVIDEND:

In order to conserve resources, your Directors have not recommended any
dividend on equity shares of the Company.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits within the meaning of
Companies (Acceptance of Fixed Deposits) Rule, 1975 under section 58Aof
the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

During the year under report, the Company had no employees covered
under section 217 (2A) ofthe Companies A.*, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Board of Directors here by confirms that:

(i) in the preparation of the annual accounts for the financial year
ended 31st March, 2013, the applicable accounting standards have been
followed along with proper explanation relating to material departures.

(ii) the Directors have selected such accounting policies and applied
that consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31 - March, 2013
and of the profit of the Company for the year.

(hi) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities to the best of their knowledge and ability.

(iv) the Directors have prepared the accounts for the financial year
ended 31st March, 2013, on ''goingconcern''basis.

REPORT ON CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN
EXCHANGE EARNING AND OUTGO :

In accordance with the requirement of section 217(1) (e) of the
Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of
the particulars in the Report of Board of Directors) Rules, 1988, your
Directors furnish hereunder the additional information as required.

A. Conservation of Energy:

Your Company has made all possible efforts to closely monitor power
consumption on daily basis so as to reduce wastage. The Company is also
trying to find ways and means to reduce power consumption and thus
reduce the overall energy cost.

Your Company is using PNG (Pipelines Natural Gas) in the Kitchen and
other operational areas. Your Company is also using power savers in
electric panels and in Guest Rooms with CFL fittings.

B. Technology Absorption:

The project of your Company has no technology absorption, hence no
particulars are offered.

C. Total Foreign Exchange Earning and Outgo:

2012-2013 2011-2012
Particulars Amount(Rs.) Amount (Rs.)

a. Total Foreign Exchange used 25,22,470 1,62,056

b. Total Foreign Exchange earned 56,82,165 85,68,552

DIRECTORS :

Mr. Pushpendra Bansal and Mr. Bapi Datta, Directors liable to retire by
rotation at the ensuring Annual General Meeting and being eligible,
offer themselves for re-appointment.

Mr. Sanjay Mangal has been appointed as an Additional Director on 11*
July 2013 and he holds office till the conclusion of ensuing Annual
General Meeting. The Company has received a notice in writing from a
Member under section 257 of the Act proposing his candidature for the
office of Director of the Company liable to retire by rotation.
Resolution seeking approval of the members for the appointment of Mr.
Sanjay Mangal as Director of the Company has been incorporated in the
Notice of the forthcoming Annual General Meeting.

Mr. Nimish Shah had resigned from the Directorship of the Company with
effect from 11* July, 2013. The Board of Directors places on record its
feeling of appreciation for the valuable contribution made by him
during his tenure.

The auditors in their report have referred to the notes forming part of
the accounts. The said notes are self explanatory and do not need any
further elucidation.

CORPORATE GOVERNANCE :

As required by Clause 49 of the Listing Agreement with the Bombay Stock
Exchange Limited, a separate section on Corporate Governance and
Management Discussions and Analysis Report together with a certificate
from the Company''s Auditors confirming compliance is given in the
annexure forming part of this report.

INDUSTRIAL RELATIONS:

During the period under review, the relations with the most valuable
human resources of the Company remained cordial and peaceful. Your
Directors wish to place on record their appreciation for the devoted
services renderedby the staff of the Company.

ACKNOWLEDGEMENTS :

Your Directors would like to express their appreciation for the
assistance and co-operation received from the Financial Institutions,
the Bankers, Government authorities, customers, vendors and
shareholders during the year under review. Your Directors also wish to
record their recognition of the customer support and patronage by the
corporate houses in and around Surat.

Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives, officers
and staff, which enable the Company to deliver a good all-round record
performance.

For and on behalf of the Board of Directors

Place : Surat PUSHPENDRA BANSAL

Date : July 31, 2013 Chairman & Jt. Managing Director

Registered Office:

A-l ManishKaveri, Building No. 18,

ManishNagar,J.P.Road,

Andheri (West),

Mumbai-400 053.

Mar 31, 2012

The Directors are pleased to present the 23rd Annual Report of your
Company together with the Audited Financial Statements and Auditors'
Report for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs in Lacs)

For the year For the year
Particulars ended ended
31-03-2012 31-03-2011

Net Income 1,868.05 1,464.67

Net Operating Profit 498.66 418.20

Less: Interest & Finance
Charges 166.16 170.37

Less: Depreciation 146.53 105.09

Net Profit Before Tax &
Exceptional Items 185.97 142.74

Add :Exceptional Items 4.49 -

Net Profit Before Tax 190.46 142.74

Less: Provision for Taxation

- Net Current Tax 56.00 30.00

- Deferred Tax (9.50) 14.57

Net Profit After Tax 143.96 98.17

The Net Income of your Company for the year 2011-12 was amounted to Rs.
1868.05 lacs as against Rs. 1464.67 lacs in the previous year. Net
profit after tax of the Company was amounted to Rs. 143.96 lacs as
against Rs. 98.17 lacs in the previous year. Net Income and net profit
after tax was increased mainly due to increase in Rooms and Foods &
Beverages sale.

DIVIDEND

In order to conserve resources to meet renovation project of your
Company, Directors have not recommended any dividend on equity shares
of the Company.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of
Companies (Acceptance of Fixed Deposits) Rule, 1975 under section 58A
of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

During the year under report, the Company had no employees covered
under section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Board of Directors hereby confirms that:

(i) in the preparation of the annual accounts for the financial year
ended 31st March, 2012, the applicable accounting standards have been
followed along with proper explanation relating to material departures.

(ii) the Directors have selected such accounting policies and applied
that consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31st March, 2012
and of the profit of the Company for the year.

(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities to the best of their knowledge and ability.

(iv) the Directors have prepared the accounts for the financial year
ended 31st March, 2012, on a 'going concern' basis.

REPORT ON CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN
EXCHANGE EARNING AND OUTGO

In accordance with the requirement of section 217(1) (e) of the
Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of
the particulars in the Report of Board of Directors) Rules, 1988, your
Directors furnish hereunder the additional information as required.

A. Conservation of Energy

Your Company has made all possible efforts to closely monitor power
consumption on daily basis so as to reduce wastage. The Company is also
trying to find ways and means to reduce power consumption and thus
reduce the overall energy cost.

The Company has used Natural Gas through pipelines instead of LPG
Cylinders in the Kitchen and other operational areas.

B. Technology Absorption

The project of your Company has no technology absorption, hence no
particulars are offered.

C. Total Foreign Exchange Earning and Outgo

2011-2012 2010-2011
Particulars Amount (Rs.) Amount(Rs.)

a. Total Foreign Exchange used 1,62,056 39,09,626

b. Total Foreign Exchange earned 85,68,552 53,38,092

DIRECTORS

Mr. Nimish Shah and Mr. Pradeep Dhawan, directors liable to retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment.

The auditors in their report have referred to the notes forming part of
the accounts. The said notes are self explanatory and do not need any
further elucidation.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Bombay Stock
Exchange Limited, a separate section on Corporate Governance and
Management Discussions and Analysis Report together with a certificate
from the Company's Auditors confirming compliance is given in the
annexure forming part of this report.

INDUSTRIAL RELATIONS

During the period under review, the relations with the most valuable
human resources of the Company remained cordial and peaceful. Your
Directors wish to place on record their appreciation for the devoted
services rendered by the staff of the Company.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the
assistance and co-operation received from the Financial Institutions,
the Bankers, Government authorities, customers, vendors and
shareholders during the year under review. Your Directors also wish to
record their recognition of the customer support and patronage by the
corporate houses in and around Surat.

Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives, officers
and staff, which enable the Company to deliver a good all-round record
performance.

The Directors are pleased to present the 21 st Annual Report of your
Company together with the Audited Financial Statements and Auditors
Report for the year ended 31 st March, 2010.

FINANCIAL RESULTS (Rs. in Lacs.)

For the year For the year
Particulars ended ended
31-03-2010 31-03-2009

Net Income 1,464.66 1192.98

Net Operating Profit 583.83 582.19

Less: Interest & Finance Charges 183.45 233.43

Less: Depreciation 92.57 70.76

Less: Earlier Year Expenses 41.61 -

Net Profit Before Tax 266.20 278.00

Less: Provision for Taxation

- Current Tax 20.00 10.00

- Deferred Tax Liabilities 13.86 198.17

- Fringe Benefit Tax -- 1.50

- Excess Provision of earlier year -- (0.08)

Net Profit after Tax 232.34 68.41

FINANCIAL AND OPERATIONAL PERFORMANCE

The Net Income of your Company for the year 2009-10 was amounted to?
1464.66 lacs as against? 1192.98 lacs in the previous year. Net profit
of the Company was amounted to Rs. 232.34 Lacs as against Rs. 68.41
Lacs in the previous year. Increase in Net Income and Net Profit is
mainly due to increase of Room and Liquor sale.

DIVIDEND

In order to conserve resources to meet expansion project of your
Company, Directors have not recommended any dividend on equity sharesof
the Company.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of
Companies (Acceptance of Fixed Deposits) Rule, 1975 under section 58Aof
the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

During the year under report, the Company had no employees covered
under section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2010, the applicable accounting standards have
been followed along with proper explanation relating to material
departures.

(ii) that the Directors have selected such accounting policies and
applied that consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended 31st
March, 2010 and of the profit of the Company for the year.

(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities to the best of their knowledge and ability.

(iv) that the Directors have prepared the accounts for the financial
year ended 31st March, 2010, on a going concernbasis.

REPORT ON CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN
EXCHANGE EARNING ANDOUTGO

In accordance with the requirement of section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the Report of Board of Directors) Rules, 1988, your
Directors furnish hereunder the additional information as required.

A. Conservation of Energy

Your Company has made all possible efforts to closely monitor power
consumption on daily basis so as to reduce wastage. The Company is also
trying to find ways and means to reduce Power consumption and thus
reduce the overall energy cost.

The Company has used Natural Gas through pipelines instead of LPG
Cylinders in the Kitchen and other operational areas.

B. Technology Absorption

The project of your Company has no foreign collaboration, hence no
particulars are offered.

C. Total Foreign Exchange Earning and Outgo

Particulars 2009-2010 2008-2009
Amount (Rs.) Amount (Rs.)

a. Total Foreign Exchange used 7,53,945 NIL

b. Total Foreign Exchange earned 83,85,045 80,08,811

DIRECTORS

Mr. Pushpendra Bansal, whose term of appointment is going to expire on
October 27, 2010, has been reappointed by the Board in their meeting
held on August 31, 2010 as Chairman and Joint Managing Director of the
Company for a further period of 5 years w.e.f. October 28, 2010. The
reappointment of Mr. Pushpendra Bansal is subject to the consent of the
members of the Company at ensuing Annual General Meeting.

Mr. Nimish Shah and Mr. Pradeep Dhawan, directors liable to retires by
rotation at the ensuing Annual General Meeting and being eligible,
offer the mselves for re-appointment.

The auditors in their report have referred to the notes forming part of
the accounts. The said notes are self explanatory and do not need any
further elucidation.

M/s. PARY & Co., Chartered Accountants, Surat have been appointed as
Statutory Auditor of the Company at the Extra-ordinary General Meeting
of the Company held on July 7, 2010 to fill casual vacancy caused by
resignation ofM/s.Agarwal&Mangal,CharteredAccountants,Mumbai.

EXPANSION

During the year, your Company has started room renovation and
upgradation programme with an aim to exhilarating hospitality standard
and to provide high class facility to its valued Customers.
Construction of additional rooms will expected to complete at the end
of December 2010.

PREFERENTIAL ALLOTMENT

During the year, warrants holders had exercised conversion option for
balanced 27,19,000 warrants outstanding for conversion and accordingly,
27,19,000 equity shares of the Company were allotted by Allotment
Committee on March30,2010.

CORPORATE GOVERNANCE

As per the requirement of the Listing Agreement with the Bombay Stock
Exchange Limited, a separate section on Corporate Governance and
Management Discussions and Analysis Report together with a certificate
from the Companys Auditors confirming compliance is given in the
annexure forming parts of this report.

INDUSTRIAL RELATIONS

During the period under review, the relations with the most valuable
human resources of the Company remained cordial and peaceful. Your
Directors wish to place on record their appreciation for the devoted
services rendered by the staff of the Company.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued
co-operation and support extended to the Company by the Financial
Institutions, the Bankers and Shareholders. Your Directors also wish to
record their recognition of the Customer Support and Patronageby the
Corporate Houses in and around Surat.

Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives, officers
and staff, which enable the Company to deliver a good all-round record
performance.